Mr. James Sbrolla reports

THS MAPLE HOLDINGS LTD. (FORMERLY TORONTO CLEANTECH CAPITAL INC.) ANNOUNCES COMPLETION OF QUALIFYING TRANSACTION AND CLOSING OF CONCURRENT FINANCING

THS Maple Holdings Ltd. (formerly Toronto Cleantech Capital Inc.) has completed its previously announced business combination with Turkey Hill Sugarbush (THS), which resulted in the reverse takeover of the corporation by the former Class A unitholders of THS LP and shareholders THS Genpar Inc. (THS GP), and which constituted the corporation's qualifying transaction, as such term is defined under Policy 2.4 -- Capital Pool Companies of the TSX Venture Exchange. The corporation, after giving effect to the transaction, will carry on the business previously carried on by THS.

In connection with the Transaction, the Corporation is also pleased to announce that further to its press release dated June 7, 2023, 1000635995 Ontario Inc. ("Finco"), a corporation incorporated by TCC for the purposes of completing the concurrent financing (defined below), has completed a non-brokered private placement of common shares of Finco ("Finco Shares") at a price of $0.184 per Finco Share for aggregate gross proceeds of $4,225,376.02 (the "Concurrent Financing").

Summary of the Transaction and Concurrent Financing

The Transaction was completed by way of a three-cornered amalgamation pursuant to a Business Combination Agreement dated September 8, 2023 between the Corporation, THS LP, THS GP, and the THS Securityholders and whereby, among other things, Finco amalgamated with 1000836250 Ontario Inc. a wholly-owned subsidiary of the Corporation, to form a newly amalgamated corporation that is a wholly-owned subsidiary of the Corporation. Prior to completion of the Transaction, the Corporation changed its name from "Toronto Cleantech Capital Inc." to "THS Maple Holdings Ltd."

In connection with the closing of the Transaction, Finco closed the Concurrent Financing on April 26, 2024 for gross proceeds of $4,225,376.02. The Concurrent Financing was completed on a non-brokered private placement basis and no finder's fee was paid in connection with the Concurrent Financing. A majority of the subscribers under the Concurrent Financing were arm's length subscribers. The net proceeds of the Concurrent Financing will be used to cover expenses incurred in connection with the Proposed Transaction and as general working capital for the Resulting Issuer.

Upon completion of the Transaction there were 60,339,100 THS Maple Holdings Ltd. shares ("Resulting Issuer Shares") issued and outstanding. An aggregate of 25,006,622 Resulting Issuer Shares issued to THS Securityholders were placed in escrow pursuant to a value security escrow agreement and an aggregate of 668,487 Resulting Issuer Shares are subject to seed share resale restrictions pursuant to the policies of the Exchange and will be released in accordance with the terms thereof.

Board of Directors of the Resulting Issuer

Following closing of the Transaction, the directors and officers of the Corporation tendered their resignations such that the directors and officers of the Resulting Issuer are as follows: (i) Tom Zaffis - President and Chief Executive Officer; (ii) Claude Lambert - Chief Financial Officer; (iii) Jaana Tornikoski - Vice President and Corporate Secretary; (iv) David Beutel - Director; (v) Eric Beutel - Director; (vi) Ian Anderson - Director; (vii) David Bell - Director; and (viii) Dimitris Stubos - Director.

Trading Update

The Corporation has received conditional approval for the Transaction from the TSXV. Trading of the Resulting Issuer Shares remains halted pending receipt of the Final Exchange Bulletin, which is subject to the Corporation fulfilling certain customary conditions, including the filing of final documentation in respect of the Transaction. The Resulting Issuer Shares are expected to commence trading on the TSXV under the ticker symbol "YAY" two trading days after receipt of the Final Exchange Bulletin.

Additional Information

Complete details of the Transaction, including biographies for the board of directors and certain other matters are set out in the Filing Statement of the Corporation dated April 15, 2024, which is available under the Corporation's SEDAR+ profile.

We seek Safe Harbor.